Company No: SC631937 (Scotland)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2024		2023
		£		£
Fixed assets
Intangible assets	4	0		11,584
Tangible assets	5	85		222
Investments	6	80		80
		165		11,886
Current assets
Debtors	7	845,552		371,330
Cash at bank and in hand		513,030		136,298
		1,358,582		507,628
Creditors: amounts falling due within one year	8	( 1,799,835)		( 1,081,372)
Net current liabilities		(441,253)		(573,744)
Total assets less current liabilities		(441,088)		(561,858)
Creditors: amounts falling due after more than one year	9	( 2,514,566)		( 2,333,612)
Net liabilities		( 2,955,654)		( 2,895,470)
Capital and reserves
Called-up share capital	10	24,954		19,744
Share premium account		8,372,857		1,938,666
Equity reserve		0		2,549,972
Profit and loss account		( 11,353,465 )		( 7,403,852 )
Total shareholders' deficit		( 2,955,654)		( 2,895,470)

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Holibob Limited (registered number: SC631937) were approved and authorised for issue by the Board of Directors on 13 May 2025. They were signed on its behalf by:

Angus Hardy Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial period, unless otherwise stated.

General information and basis of accounting

Holibob Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is C/O Johnston Carmichael, 7-11 Melville Street, Edinburgh, EH3 7PE, Scotland, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The company has incurred a loss for the period in accordance with its business plan to develop the platform and onboard commercial partners. The directors are pleased with the progress achieved and intend to raise further funding in FY2025. The directors are in discussions with existing investors and prospective investors, and based on those discussions and their plans, they consider that the company will have sufficient funding in place for at least 12 months from the date of approving these financial statements and therefore consider it appropriate to be prepared on a going concern basis.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Income and Retained Earnings in the period in which they arise.

Turnover

Turnover is recognised at the fair value of the consideration for services provided via the company's proprietary platform and related IP.

The company recognises turnover based on the delivery of the underlying service.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets

3 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost of each asset on a straight-line basis over its expected useful life, as follows:

Plant and machinery etc.

3 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs.

Basic financial liabilities
Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	25		34

3. Share-based payments

Equity-settled share-based payment schemes

The Company has a share option scheme for all employees.

Options are exercisable at a price equal to the estimated fair value of the Company’s shares on the date of grant. The vesting period varies dependent upon the specific terms as outlined in each agreement. If the options remain unexercised after a period of 10 years from the date of grant the options expire. Options are forfeited if the employee leaves the Company before the options vest.

Details of the share options outstanding during the financial year are as follows:

	2024			2023
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	153,250	1.39		101,766	0.40
Granted during the period	106,452	1.35		65,607	2.71
Expired during the period	( 27,040)	0.46		( 14,123)	0.40
Outstanding at the end of the period	232,662	1.52		153,250	1.39
Exercisable at the end of the period	0	0		0	0

The fair value of the share options at the grant date was calculated using the Black Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

The Company recognised total expenses of £ 0 and £ 0 related to equity-settled share-based payment transactions in 2024 and 2023 respectively.

4. Intangible assets

	Other intangible assets		Total
	£		£
Cost
At 01 January 2024	12,637		12,637
Disposals	( 12,637)		( 12,637)
At 31 December 2024	0		0
Accumulated amortisation
At 01 January 2024	1,053		1,053
Charge for the financial year	11,584		11,584
Disposals	( 12,637)		( 12,637)
At 31 December 2024	0		0
Net book value
At 31 December 2024	0		0
At 31 December 2023	11,584		11,584

5. Tangible assets

	Plant and machinery etc.		Total
	£		£
Cost
At 01 January 2024	2,250		2,250
At 31 December 2024	2,250		2,250
Accumulated depreciation
At 01 January 2024	2,028		2,028
Charge for the financial year	137		137
At 31 December 2024	2,165		2,165
Net book value
At 31 December 2024	85		85
At 31 December 2023	222		222

6. Fixed asset investments

	Other investments		Total
	£		£
Cost or valuation before impairment
At 01 January 2024	80		80
At 31 December 2024	80		80
Carrying value at 31 December 2024	80		80
Carrying value at 31 December 2023	80		80

7. Debtors

	2024		2023
	£		£
Trade debtors	569,706		92,147
Amounts owed by Group undertakings	16,102		0
Other debtors	259,744		279,183
	845,552		371,330

8. Creditors: amounts falling due within one year

	2024		2023
	£		£
Trade creditors	339,461		210,342
Amounts owed to Group undertakings	0		32,719
Other taxation and social security	194,996		141,861
Other creditors	1,265,378		696,450
	1,799,835		1,081,372

9. Creditors: amounts falling due after more than one year

	2024		2023
	£		£
Other creditors	2,514,566		2,333,612

The amount above comprises of advances made by one of the company's investors to provide working capital to the company. The facility has been formally agreed with the investor and the repayment terms are that the full balance is repayable in full by 31 July 2026 with interest charged annually at 8% above Bank of England base rate.

The company has granted a bond and floating charge in respect of this facility.

10. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
2,148,415 Ordinary shares of £ 0.01 each (2023: 1,974,358 shares of £ 0.01 each)	21,484		19,744
346,964 A Ordinary shares of £ 0.01 each (2023: nil shares)	3,470		0
	24,954		19,744